Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
Goldman, Sachs & Co.
200 West Street
New York, New York 10282
November 5, 2012
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | EverBank Financial Corp (the “Company”) |
Registration Statement on Form S-1 (File No. 333-184381)
Ladies and Gentlemen:
As joint book-running managers in the Company’s proposed public offering of depositary shares, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness of 4:00 p.m. New York City time on November 5, 2012, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated November 5, 2012, through the date hereof:
Preliminary Prospectus dated November 5, 2012:
1,900 copies to prospective Underwriters, institutional investors, dealers and others.
The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Pages Follow]
Very truly yours, | ||
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | ||
By: | /s/ Matt Basler | |
Name: Matt Basler | ||
Title: Managing Director |
Signature Page to Underwriter Acceleration Request
MORGAN STANLEY & CO. LLC | ||
By: | /s/ Yurij Slyz | |
Name: Yurij Slyz | ||
Title: Executive Director |
Signature Page to Underwriter Acceleration Request
UBS SECURITIES LLC | ||
By: | /s/ Rishi Mathur | |
Name: Rishi Mathur | ||
Title: Associate Director | ||
By: | /s/ Scott Yeager | |
Name: Scott Yeager | ||
Title: Managing Director |
Signature Page to Underwriter Acceleration Request
GOLDMAN, SACHS & CO. | ||
By: | /s/ Matt Leavitt | |
Name: Matt Leavitt | ||
Title: Managing Director |
Signature Page to Underwriter Acceleration Request